Austria Company Laws and Regulations Handbook (World Law

Quorum of and action by directors. (a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a nonprofit corporation shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors. (b) Action by consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be approved at a meeting of the directors may be approved without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective date of the action by all of the directors in office on the date the last consent is signed.

The statement of correction, except as provided in subsection (c), shall be signed by the association or other person that delivered the inaccurate, defective or erroneous document for filing and shall set forth: (1) The name of the association or other person and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the location, including street and number, if any, of its registered or other office. (2) The statute by or under which the association was formed, or the preceding filing was made, in the case of a filing that does not constitute a part of the public organic record of an association. (3) The inaccuracy or defect to be corrected. (4) The portion of the document requiring correction in corrected form or, if the document was erroneously executed, a statement that the original document shall be deemed reexecuted or stricken from the records of the department, as the case may be. (1) The corrected document shall be effective: (i) Upon filing in the department, as to those persons who are substantially and adversely affected by the correction. (ii) As of the date the original document was effective, as to all other persons. (2) A filing under this section shall not have the effect of causing the original public organic record of an association to be stricken from the records of the department, but the public organic record may be corrected under this section. (c) Filing pursuant to court order.--If the association or other person refuses to deliver to the department for filing an appropriate statement of correction under this section within ten business days after any person adversely affected has made a demand in record form for the correction, the affected person may apply to the court for an order to compel the filing click epub.

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